(Supported by the NIH NCRR P41-RR 01219 grant) The HVEM has been remarkably free from unplanned downtime. Repairs were needed in several areas (accelerator turbopump power supply, high-voltage regulation circuit, filament turret, stage micrometer, projector lens power supplies, diffraction aperture drive, and gas-handling plant compresor) but they were made quickly and inexpensively, without the need to send units out for repair. Our large stock of spare parts is useful in this regard. We are, however overdue for replacing or rebuilding the turbopumps. The electron optical column is disassembled once a year for cleaning. This year, the objective-lens uranium liners were replaced by new liners made of phosphor bronze, machined in our shop. This was done to improve the vacuum, since the sealing surface of the uranium liners was deteriorating. Aside from normal maintenance, there are three active projects for improvement of the microscope: (1) Design and construction of a four-way double-tilt stage for high-tilt tomography. This consists of a square, removable grid holder which fits in a special specimen rod tip. The grid holder can be installed in any of four directions, thus changing the axis of tilt of an object on the grid without risking damage of the grid by handling. Use of this device facilitates double-tilt tomography with higher tilt angles than the tilt/rotation stage allows. (2) The HVEM website and TV-camera improvements (see TRD subproject "HVEM website"). (3) Redesign of the tilt stage controller. In addition to more accurate and reliable operation of the specimen stage, interface to a computer will eventually be possible to allow programming of various stage operations. Also, by interface to the web server, it will be possible for a remote viewer to track the position on the specimen grid from which the current image has been acquired. There are also four "back burner" projects, shelved for future or spare-time work: (1) Lens power supply improvements for greater stability, (2) design of control circuits to enhance stabilization of the high-voltage supply, (3) an axis-centered stage to minimize focus changes and the resulting magnification changes during a tomographic tilt series, and (4) digital lens control.